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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 24, 2020

THE CONTAINER STORE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36161

26-0565401

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

500 Freeport Parkway
Coppell, TX 75019
(Address of principal executive offices) (Zip Code)

(972) 538-6000
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TCS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2020, Walter Robb notified The Container Store Group, Inc. (the “Company”) of his resignation as a director of the Company, effective as of December 31, 2020.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 26, 2020, the Company held its annual meeting of shareholders. A total of 42,835,391 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 85 percent of the Company’s outstanding common stock as of the July 2, 2020 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 7, 2020.

Item 1 — Election of three Class I directors for a term of office expiring at the annual meeting of shareholders in 2023 and until their respective successors have been duly elected and qualified.

NOMINEE

    

Votes FOR

    

Votes WITHHELD

    

Broker Non-Votes

Robert E. Jordan

35,270,802

852,268

6,712,321

Jonathan D. Sokoloff

33,632,925

2,490,145

6,712,321

Caryl Stern

35,255,108

867,962

6,712,321

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 3, 2021.

Votes FOR

    

Votes AGAINST

    

Votes ABSTAINED

    

Broker Non-Votes

42,688,656

112,798

33,937

0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR

    

Votes AGAINST

    

Votes ABSTAINED

    

Broker Non-Votes

 

35,051,897

1,003,254

67,919

6,712,321

Based on the foregoing votes, the director nominees named above were elected and Items 2 and 3 were approved.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE CONTAINER STORE GROUP, INC.

Date: August 27, 2020

By:

/s/ Jodi L. Taylor

Jodi L. Taylor

Chief Financial Officer and Chief Administrative Officer

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